Contractual Terms.
Proposal for UrbanTide · Growth Partnership (Pilot Phase)
01Purpose
LUNIFAI designs and runs a cold outbound pilot on email and LinkedIn for the Client, over 3 months. The detail of the deliverables is set out in this proposal.
02Choice of option
This proposal carries two options: "Pilot" at £6,800 excluding VAT, and "Pilot + appointment setting" at £8,300 excluding VAT, of which £1,500 is for appointment setting over the 3 months. Both options share the same campaigns and the same payment terms. The Client chooses their option at signing.
03Obligations
LUNIFAI undertakes to apply the means necessary to perform the engagement properly and to inform the Client promptly of any blocker. The Client provides the necessary materials, approves deliverables within the agreed times, and pays the amounts due on the agreed terms.
04Liability
LUNIFAI acts as an integrator of third party solutions (n8n, Airtable, and others). It is not responsible for bugs in or limitations of those tools. Its liability is limited to an obligation of means, save for gross negligence. Closing the sale is the Client's responsibility alone.
05Tools and third party costs
The sending infrastructure is borne by the Client: Zapmail (domains and mailboxes), Instantly or PlusVibe (sending), and HeyReach (LinkedIn), subscribed in the Client's name, billed directly by each provider and carrying no margin for LUNIFAI. Every other tool used to run the pilot (sourcing, enrichment, email verification, AI personalisation) is paid by LUNIFAI and included in the fee. The detail of those costs is set out in this proposal. Campaigns and services are suspended if an invoice remains unpaid beyond 30 days.
06Payment
The fee is payable in two instalments. 50% is due on signature: £3,400 for the "Pilot", £4,150 for "Pilot + appointment setting". The remaining 50% (£3,400, respectively £4,150) is due only if the target is reached: 15 qualified opportunities for the "Pilot", 10 booked meetings for "Pilot + appointment setting" (see Guarantee). It is invoiced at the end of the 60 days of campaigns and payable within 7 days. The fee covers building the system and 60 days of running the campaigns from launch. The campaigns run to the end of the 60 days either way. There is no other success fee and no per-opportunity fee.
07Guarantee
The target is 15 qualified opportunities for the "Pilot", and 10 booked meetings for "Pilot + appointment setting", within 60 days of the campaign launch. Launch takes place about 3 to 4 weeks after signing, the time needed for setup and warm-up. A qualified opportunity is a decision maker matching an ICP defined at onboarding who opts in (replies that they want to talk about the Client's products, or asks to see the Client's previous work, references or case studies), one per company. A booked meeting is a qualified opportunity with a call confirmed by LUNIFAI in the Client's calendar that the prospect has not cancelled without rebooking, one per company; a no-show still counts as booked, and LUNIFAI follows up no-shows to rebook them. Opportunities and meetings count across all of the Client's products. Each one is shared with the Client as it lands; the Client has 5 business days to flag one as outside the ICP, and unflagged ones count. If the target is not reached by the end of the 60 days, the first instalment is refunded to the Client in full (£3,400 for the "Pilot", £4,150 for "Pilot + appointment setting") and the second instalment is not due. The refund covers LUNIFAI's fee. Tool and domain costs remain the Client's, as does the infrastructure built, which stays with them. Any delay or interruption attributable to the Client suspends the measurement period.
- Copy and angles are approved within 48 hours.
- LUNIFAI's copy is what goes to market. The Client may write their own version, which LUNIFAI will gladly A/B against its own.
- The Client answers within 24 hours when a prospect asks something only they can answer.
- Domains and mailboxes are subscribed and paid for by the Client at onboarding, and the campaigns are neither paused nor restricted.
- With appointment setting, the Client keeps enough slots open in their calendar.
08What voids the guarantee
Two things void it: refusing the work on the angle and offer, and overruling LUNIFAI's copy. In either case LUNIFAI still builds and runs the campaigns, but the refund falls away, and the second instalment is still due if the target is reached.
09Scope of the pilot
The pilot covers one campaign per Client product (four products), on email and LinkedIn, launched in turn on the same sending infrastructure and run for 60 days from the first launch. The custom dashboard, phone prospecting and training are not part of the pilot. The pilot carries no monthly retainer and no per-opportunity fee. With the "Pilot", reply handling is the Client's; with "Pilot + appointment setting", LUNIFAI handles replies and follow-ups by email and LinkedIn only, and books the meetings in the Client's calendar. Conversations by WhatsApp, SMS or phone remain the Client's. The pilot is limited to one per client.
10After the pilot
At the results call the Client decides whether to continue. Nothing renews automatically and no commitment is entered into at the end of the pilot.
11Ownership
Deliverables are licensed to the Client for exclusive use upon payment. Domains, mailboxes and the Zapmail, Instantly or PlusVibe, and HeyReach accounts are subscribed in the Client's name and belong to the Client. LUNIFAI retains its methods, its tooling and its technical structures.
12Governing law
This agreement is governed by Swiss law. Exclusive jurisdiction: the courts of the Canton of Geneva.
Confidentiality Clause.
In the course of performing this contract, the Parties acknowledge that confidential information may be exchanged, in particular of a commercial, technical, financial, strategic, organizational nature or relating to know-how.
01Definition
Confidential information means all information, of any nature whatsoever, communicated in writing, orally, or by any other means, identified as confidential or whose confidential character reasonably flows from its nature or from the circumstances of its disclosure. This includes in particular: client data, internal documents, source code, software architectures, processes, mockups, databases, as well as any information relating to the activities, projects, or working methods of either Party.
02Obligation of the Parties
Each Party undertakes to: not disclose the confidential information to third parties without the prior written agreement of the other Party; use the confidential information solely for the purposes of performing this contract; take all necessary measures to ensure the protection and confidentiality of said information, at least equivalent to those it applies to its own sensitive information.
03Exclusions
The obligations under this clause do not apply to information: that has fallen into the public domain without breach by the receiving Party; already known to the receiving Party before its disclosure by the other Party; whose disclosure is required by law or by a competent judicial or regulatory authority (subject to informing the other Party beforehand to the extent permitted by law).
04Duration
The confidentiality obligations under this clause shall remain in force for a period of five (5) years from the signing of this contract, including in the event of termination or non-execution of the project.
05Applicable Law and Jurisdiction
This clause is governed by Swiss law. Any dispute relating to the interpretation or performance of this clause shall be submitted to the exclusive jurisdiction of the courts of the Canton of Geneva, subject to a prior amicable settlement between the Parties.
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